Papa John’s International (PZZA) Proxy filing summary

Executive summary

• Achieved $2.1B in total revenues and $4.9B in global systemwide sales for 2025, with adjusted EBITDA of $201M and net income of $32M, reflecting progress on a transformation strategy despite industry headwinds.

• Transformation priorities included product innovation, marketing, technology investment, customer experience differentiation, and franchisee partnership, resulting in improved brand health, increased loyalty program utilization, and five consecutive quarters of positive international sales comps.

• Cost-saving initiatives are expected to deliver at least $25M in enterprise savings outside of marketing through 2027, with $13M targeted for 2026, supporting reinvestment in growth areas.

• Board and management engaged with shareholders holding a majority of outstanding stock, incorporating feedback into governance and strategic decisions.

Voting matters and shareholder proposals

• Stockholders will vote on: election of eight directors, ratification of Ernst & Young LLP as independent auditors for 2026, advisory approval of executive compensation, amendments to remove supermajority voting and reduce the special meeting ownership threshold, and a shareholder proposal to further lower the special meeting threshold.

• Board recommends voting for all management proposals and against the shareholder proposal to lower the special meeting threshold to 15%.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent, with diverse expertise in finance, operations, technology, and governance.

• Board committees (Audit, Compensation, Corporate Governance & Nominating) are composed solely of independent directors.

• Annual board self-evaluation and proactive shareholder engagement are emphasized, with recent governance enhancements including a proposal to eliminate supermajority voting.

• Majority voting standard for director elections and robust code of ethics and business conduct are in place.